Rare-ified
by The Compendium of Steve
Summary: Just another late night work session for Rarity. Holed up in her workshop, within the comfy confines of Carousel Boutique, nothing of real significance was to happen. At least, she didn't imagine anything would. However, something sinister creeps through the dark, unseen, looking to spread its dire influence. The question is, when will it strike?


Another quiet night in Ponyville, a town blanketed in the comforting hues of Luna's nocturne. The stillness was disrupted, however, by the happenings within the confines of Carousel Boutique. Nestled away in her messy workshop, the pearl-white fashionista Rarity worked steadily on her latest endeavor. Nothing terribly exciting or inspirational, though: simply a refilling of her surplus stock. As a dress-designer constantly afflicted by customer orders and her own serendipitous whims, it's easy to forget when your own personal store starts running short on outfits for the locals to purchase. Hence this latest burning of the midnight oil… or rather late evening oil, but which could easily become midnight if she dallied further.

Keen eyes made more focused by her signature work glasses, Rarity eyed every stitch and seam that fell into place amid the lulling whir of the sewing machine. Occasionally the whisk of her horn punctuated the air as she reached for an extra spool of thread or the wayward measuring tape, but otherwise it was the noise of fastidious perfection and efficiency. Yet it didn't necessarily mean she couldn't afford a break or two.

"Sweetie Belle, could you bring me up some iced tea from the kitchen?" she called over the din of her workspace. When nothing replied, she raised her voice a bit more. "Sweetie, dear, did you hear me?"

"Yeah yeah, I'm coming," came the squeaky grumble of her younger sister. Normally, Rarity would be against Sweetie Belle staying up into the later hours of the night, but since it was the weekend she'd let it pass. And an assistant is most welcome during these sessions, especially when having lacked the foresight to have invited Spike over.

A tinkling of glass on tray announced the smaller unicorn's arrival into the workshop, and from the corner of her sharp blue eyes she glimpsed the drink being placed precariously next to the sewing table. Still not entirely confident in her magic usage, the sweet little lamb.

"Don't see why you couldn't pause for a minute to do it yourself." Confident enough to express her rebellious side, though.

"I would if I could, Sweetie, but you know how it is: once I'm in the zone, it can only take a force of nature to pry me from my work. And with all your idle time, it wouldn't hurt to lend your big sister a helping hoof every now and then."

"I got Crusader stuff I could be planning, though," came the darling whine of protest. "Need anything else?"

"No, that will be fine for now. I'll call when something else comes up."

A curt sigh, followed by, "Sure thing," ending on the patter of little hooves departing the room. A part of Rarity felt some guilt in having her sibling do busywork during her weekend, but crunch time made little leeway for walking about. Admittedly it was odd that Sweetie hadn't gone over to one of her other friends' homes for the weekend, nor had any of them come to spend the night. These thoughts were threatening to distract her, so she put them aside and focused on something more readily digestible.

Diverting a portion of her magic, Rarity took hold of the glass and brought it up to her lips, never taking her eyes off the task before her. The rim made contact and she raised it, only to realize two things out of the ordinary: the surprising warmth of the glass, and the delay of refreshing cool liquid upon her tongue. Immediately her concentration broke as she looked to the glass, discovering that Sweetie Belle had forgotten to fill it up beforehoof. A quick glance to the right revealed that she hadn't forgotten to bring the pitcher of iced tea as well, so some comfort there.

Her focus completely ruined by this diversion, Rarity sighed before switching off the sewing machine. Looking to the pitcher, she levitated it up and tilted it over the neglected glass, bringing it close to brimming with amber goodness. Putting down the pitcher and taking up the filled glass instead, she brought it back up to her lips and took a demure yet sizable sip. Once her throat was cleared, she let out a sigh of delight. A worthy cause for pause, she thought as she took another sip.

 _Shineba?_

The lights suddenly cut out as a muffled electric crash reached her ears. Rarity's eyes widened, then glanced around at the immediate darkness that had befallen, the iced tea forgotten. When no other sound came about, she cautiously spoke up.

"Sweetie Belle, did you short out the power somehow?" When silence answered back, she spoke again. "Sweetie Belle?"

No sound whatsoever. Quite rude in these circumstances, so much so Rarity had a mind to make her sister fix this latest mess of hers. Then she realized how uncouth it was to have a child restore a power breaker, so with a mental shrug she let it slide. Instead, she put down her glass, took off and put away her glasses, then with a burst of her horn she lit up the workshop in showy powder blue. Enough distraction had occurred; better resolve this inconvenience quickly.

Trotting out of the workshop into the second floor hall, Rarity stopped and looked over in the direction of her sister's room. A bit concerning that she's seen nor heard her since the power went out, but she was sure the filly could handle the darkness for one quick minute. That in mind, Rarity turned in the direction of the stairs to the shop floor.

 _Atarashi-ra de kimetan'da_

It was odd: she thought she heard some far-off rustling, almost like a whisper. Some nonsense of her inhibited senses she decided, reaching the steps that would bring her down to the first floor. In no time she got to the storefront of her quaint boutique, and all was still before the shine of her enchanted light. No creak, no rustle, no sound whatsoever.

 _Aitsu wa mushi suru-n'datte_

Rarity found herself inexplicably unsettled, making her halt and gaze over the stillness of the show room. Ponyville being as rural as it was, absolute silence in the dead of night was nothing new to her. Yet this instance it felt more… eerie, in some unexplainable way.

The work had her a bit more strung out, she admitted. Take a break too long and you feel the wear, although she couldn't have been at it for _that_ long. Casting these middling thoughts aside, she continued her trek into the darkness of her home to set her worries at ease. Passing the fashion stage and the various dressed mannequins—did one of them just move? Shifted, slightly? No? Almost looked like it did—she continued to the back of the store where the kitchen was located.

Absolute silence greeted her there as well, the countertops and furniture casting shadows before Rarity's light. Closer quarters here, but nothing to worry about. Although, a room cast in darkness always seems out of place, even if it's one that's been visited countless times before in the light. Rarity's eyes shifted over the shadows that swayed before her passing light. Nothing seemed to hold still; otherworldly shapes came into focus and disappeared just as quickly. A low thumping began to fill her ears as her heart sped up, making her look over the kitchen more nervously.

A skitter made her heart stop and body stiffen, just before she flared her light to a far corner of the kitchen. Only a broom and empty wall, but she was unnerved nevertheless by the odd sound.

"H-hello? Somepony there?" she asked the darkness meekly. It was then she stopped and chided herself internally: it was only the darkness, and nothing was in it. How silly for a sophisticated mare such as herself to succumb to such foalish imaginings. She took a breath and steeled herself, telling herself that the power breaker was just on the other side of the kitchen… inside the dingy, confined, extra dark pantry. With an added gulp, she timidly resumed her trot into the fairly unknown.

In a few prolonged seconds she made it past the table and the counters, and stood before the pantry door. With a nod, she reached up a hoof and took hold of the doorknob.

 _Tasukete'tte omotte mo_

The sound of her beating heart returned to her ears as she turned the knob, very carefully, slowly. Only the slightest creaking hailed the door's opening, and pulling it outward, Rarity was faced with the narrow space of the pantry, with its looming shelves taking up most of it. Shining her light, she stepped forward into the enclosure, searching for the object of her venture.

A glimmer brought her eyes to the protruding outline of the fuse box, nestled beside the right side shelf toward the back. Taking a few tender steps, she got a better look at the fuse box, and with a tug of her magic the metal covering came open. Two columns of circuit breakers she could see, with a larger master switch set above them. A simple pull, and light would be restored.

Yet, that oppressing dread befell her again. The sense of another being, lying in wait. Her light faltered a bit, but with a start she brought it back up to full strength. Even so, she found herself focusing on the plastic switch with trepidation. Doubt, a creeping paranoia floated through her mind as she slowly extended out her magic to take hold of the switch. Then she pulled at it, slowly. Slowly. The troubling feelings were making it a struggle, yet with stiffening body and racing heart, she willed herself to keep pulling. And pulling. Close to halfway. Steadily, slowly, firmly. Nearly there…

 _Mikata nante dare mo inai n'da_

A great clack and with a fleeting buzz, artificial light poured into the pantry space. Looking back to see the kitchen aglow, Rarity let out a breath in relief, then with a smile she made her way back out into more open space. She was quick to scoff at her own absurd wariness as she stepped out into the kitchen. All figments of the imagination, making the most mundane tasks seem like scary undertakings. A quick source of excitement, she guiltily admitted, but nothing that a refined lady like her couldn't overcome.

Preparing to hum her way back up to the workshop, she flicked her eyes downward and immediately hopped back with a unladylike yelp. A black spindly speck zipped right past her, but calming herself, she recognized the unsavory form of a nasty brown cockroach. Regaining her composure with an indignant huff, she felt the need for a different kind of stress relief.

"Vile thing. Skittering around in my kitchen? Well I'll show you!"

With a thought her trusty fly swatter came floating over to her, and once armed she set after her prey. The cocky bug had scurried its way up to one of the counters, covering the height in mere seconds before reaching the flat top surface. As Rarity approached, the insect halted to wave around it's long feelers, then immediately dashed to the cover of the toaster.

"You picked the wrong mare to trifle with this night, cockroach! I'm in no mood for mercy; you'll be receiving _all_ my righteous fury!"

Her bravado carrying her over to the counter, Rarity made ready the fly swatter as she telekinetically lifted the toaster. She prepared to attack, but instead she let out a shriek and dropped both toaster and swatter. Behind the toaster, pressed against the wall, was another cockroach. One the size of a dinner plate.

Rarity stepped back in horror from the revealed monstrosity, which appeared unperturbed by the commotion. Something brushed against her back hoof, and a glance back nearly made her fall over, as not one but three more monstrous-sized cockroaches were moving about the floor. Clumsily moving to flee, her eyes and mouth widened further as dozens more of the hideous creatures poured out from every corner of the room to cover every surface, be it wall, floor or ceiling.

What met her back out in the showroom further enhanced her terror. A few massive cockroaches were idly roaming the floor, yet she was quick to spot some on the windows and, more distressingly, crawling over the various mannequins that held her valued dresses. With the vile things pouring from the kitchen, she had no proper time to assess the catastrophic swarm and instead galloped for the stairs.

"S-Sweetie Belle!" She huffed out a cry, sensing the insects coming after her and praying to make it to the next floor untouched. The air was clamorous with the skittering of oversized hairy legs, but Rarity did her best to shut them out as she sought out the safety of her room and the well-being of her sister.

The next floor landing passed by in a blur and she found herself running through the upper level hall. In the nick of time she skidded to a halt as she spotted the diminutive unicorn standing before her.

"What's up, Rarity?" her little sister asked nonplussed.

"Sweetie! Get into my room and get out the extra-strength bug spray from the closet! We need to hurry—" She stopped her fright-induced instructions when she noticed her younger sibling lowering her head and seemingly writhing atop her hooves. "S-Sweetie? What's wrong?"

Agonized moans were the only response, followed shortly by the sounds of cracking and wet tearing. Suddenly, Sweetie Belle threw up her head as the sides of her little muzzle split open to let out two claw-like appendages, forcing her lower jaw to separate and fall to the floor with a thump. To Rarity's mounting horror, she watched as her sister's eyes split and divided into that of a fly's, while thick feelers sprouted from the top of her head. The skin around her legs broke away to reveal green chitin, and a pair of iridescent wings sprouted from her back with a sickening pop. Two additional legs burst from the filly's sides, so that what had once been a sweet filly was now some horrific pony insect abomination.

All the while Rarity stood frozen, breath taken by the transformation of her dearest Sweetie Belle. She would have remained so hopelessly mortified, if she hadn't noticed the various large cockroaches that began to creep along the ceilings and walls by what had once been her sister. A burst of self-preservation kicked her back into motion, and quickly she spun around and scrambled back from whence she came.

Returning to the top of the stairs, she cried at the sight of her precious boutique being covered in cockroaches. The ones along the ceiling were crowding around the light source, causing light and shadow to dance over the macabre scene of the show floor. She took flight down the stairs, closing her eyes to the crawlers mere inches from her head and around her hooves, undoubtedly squashing some on the way down. In seconds that seemed to last forever she got back onto the first floor, and at breakneck speed she rushed for the door and had it flung open with her magic before pounding right through.

Out into the darkened streets of Ponyville she fled, eventually stopping to take in deep breaths of the cool night air. After some seconds, she lifted her gaze in search of some kind of help, to see if the horrors of her home had followed her out. Yet what she saw only stopped her heart and left her whimpering. Everything around her was bathed in a sinister red tint, brought upon by a full crimson moon that hung beaming through clouds of velvet darkness. Before she could cry out her surprise, she twirled at the sounds of dozens of little hairy legs and saw the swarm she had escaped flooding out onto the grass.

Without a word she took to galloping again, this time into the empty streets. They didn't stay so for long, as the passing homes became alit within and doors began to open, letting out even more of the gargantuan roaches. She finally let out a scream at seeing that there were ponies walking the streets amid the insects, sharing the same grotesque appendages and compound eyes of her mutated sister. They seemed to approach and close in on her, but still she ran on. Throughout her frenzied gallop, a song filled the air, accentuating the chittering of the transformed citizens and their low-bodied brethren.

 **Saikin osen ni kaka-tte!**

 **Kimi wa nogare rarenai ya!**

 **Saikin kokoro mo yan-de,**

 **Saikin osen hiroga-tte!**

Rarity noticed some hulking beast leaping from rooftop to rooftop, the source of the demonic singing, seemingly following her run through the infested town. It only motivated her to gallop faster, faster to the point where burning pain spread through her limbs and lungs. At some point she found herself corralled to the center of town, where the monstrous pursuer dropped before her, blocking her escape. The fashionista yelped and fell back onto her haunches, and with quivering eyes and lips she beheld the singer in all its terrifying, nightmarish glory: some hellish, feminine torso that stood atop massive double-jointed insectoid legs, with two equally grotesque claw-tipped arms. The torso wore a black skirt and a black half-opened vest, and the head was especially frightful: two trailing locks of rust red, a ribbon with razor linings, a lower jaw that was nothing but mandibles, and a large cockroach adorning the top like some sickly brooch. The creature looked down at the frightened unicorn and waved around its malicious limbs, singing its tormented refrain all the while.

 **Saikin osen ni kaka-tte!**

 **Kizu wa mou fusagan nai ya!**

 **Saitan de tobi ori tatte,**

 **Kirei ni mo shine nai ya!**

As it sang, it's many misshapen followers gathered round, encroaching on their paralyzed captive. Rarity could barely push herself away from the monstrosity as it neared her closer and closer, sizing her up with its glowing yellow normal eye and blood-red compound one. Rarity's mouth continued to move to release a scream that would never come, just as those deadly claws made their way toward her vulnerable neck. As her fate appeared to be sealed, she finally let off a shout before leaping up onto her hooves and spinning around to deliver a desperate buck into the figure that sought her life.

The demoness let out a choked cry of pain that… didn't at all sound demonic in the slightest. But that was quickly replaced by another unexpected sound:

"Cut Cut Cut Cut Cut!"

Rarity's eyes, closed during her last ditch attack, opened to spot a most peculiar sight: some bipedal ape-like creature in khakis and polo shirt hopping off a camera crane and jogging over to her. More peculiar was the look of mixed panic and anger that he was giving her as he approached.

"What the hell do you think you're doing!?" he shouted, waving his arms at the immensely confused unicorn.

"I-I-I-I—"

She was left completely ignored as the fellow went over to the ailing creature that was recovering from Rarity's blow, bowing profusely once he got to it.

"Miku-chan, are you alright?"

"はい. 彼女はそれを行うことになっていた?"

"No no no! Just some miscommunication. We certainly wouldn't want to have you hurt. But, um, we're going to have to re-shoot some of that. I hope you understand."

"どのような. 私は再び彼女と仕事をしなければならないのですか?"

"Oh no no, we got all the critical shots down no problem. These last ones we can work around without her. So take ten, and we'll have this wrapped up in no time."

"大丈夫."

With that, the creature stomped off to the side of the square, while the man stepped forth before the cursed congregation. "Alright everyone, take ten and meet back here for re-shoot! No more mess-ups, 'kay?"

As the man went off in another direction amid the grumbling abominations, Rarity remained transfixed by what had transpired.

"What… what's going on?"

"Rarity! You ruined the big finish!"

The squeak-laden tone immediately snapped her mind into focus, and looking ahead of her, she saw one small pony bug creature come up to her.

"Sweetie Belle?"

"Why'd you have to attack her? You were supposed to just lay there while she finished up the song. Now we have to do the video over again!"

"I-I don't understand. Video? That thing was trying to eat me! And look what it did to you and everypony else!"

To this, the Sweetie bug only glared and twitched its mandibles in agitation.

"You were mistaken, Rarity."

"Twilight?" Rarity turned around, only to jump and cry at the sight of the lavender bug pony that stood before her. But despite the extra limbs and feelers, she still recognized the typical mane style of one of her closest friends.

"Yes, Rarity, it's me," the creature resumed, ignoring Rarity's reaction. "And everypony else is still themselves… well, technically speaking. It's all just an act."

"I… I still don't know what you're talking about."

"It's all for a music video! Sheesh!" buzzed in a cyan-colored mutant, fluttering about close by.

"Some fancy music star or somethin' like that came by a few days ago wantin' to record one of her songs here," explained an orange-colored bug pony that sounded an awful lot like Applejack.

"It was gonna be reeeeeeal spooky and scary and icky and all kinds of fun!" hopped about a rather excitable pink bug pony.

"Since I was the local princess, they came to ask me permission before shooting here," the thing that was assuredly Twilight continued. "After some talking, they mentioned using bugs as a motif, which invariably led to us discussing some of my recent studies in bodily transformations. That in turn led to us having the idea to get everypony involved in the shoot, while also trying out a brand new spell!"

"Spell? So wait, everypony here…" Rarity spoke, finally putting things together.

"Yes: under a temporary transformation spell. Wears off after only four hours, no lingering effects guaranteed."

"Which is a good thing, too. I look much too frightful for anypony like this…" murmured a reserved cream-coated creature.

"Aw shucks, Fluttershy, yer like the most timid bug around even with that look."

"But wait, how do you know it's safe and not irreversible?" Rarity asked Twilight, to get things back on track.

"Oh, I did some extensive testing before doing it to everypony else."

"A little more extensive than necessary," grumbled a purple-scaled pill bug that had gone unnoticed until then.

Rarity quickly set the scene in her head. "So… you were all putting on a show, for a music star, involving the whole town?"

"Yeah, until you just about ruined it with that stunt you pulled off," the rainbow-maned bug chastised. "What kind of helpless victim is supposed to fight back in a horror story, huh?"

"Say what now?"

"For the video, they wanted someone to play a 'damsel' who gets terrorized and chased around," Twilight further extrapolated. "And we all decided you fit the bill perfectly."

"Although I would have been just as good," came the nasally retort of bug Bon-Bon.

"So, you all get turned into bug hybrid things, and then chase me around, scaring me out of my wits… and not once telling me it was all pretend?"

"Well not to criticize, but you're very terrible when it comes to following a script," quipped the Pinkie bug. "So we figured 'let's do this spontaneous and out of nowhere' for the real raw reaction, just the way I'd do it. Wheeeeeee!"

"Oh, I see," Rarity accepted, a bit disappointed. "Then what about all these cockroaches? Are they ponies too?"

"No. We just had Fluttershy round up a few hundred out of the Everfree Forest," Rainbow bug said.

"They're very resilient, but also very friendly, once you get to know them," Flutterbug added.

"Anyway, I think we talked enough," Twilight spoke up. "Let's get back into places. We may be able to salvage the ending."

"Thank goodness for that," Rainbow bug said before flying off to the other end of the square.

As her friends separated and dispersed, Rarity allowed herself a few moments to let all this fantastical revelation to sink in. Although it was calming to know her life wasn't in danger, and that her friends and family were merely acting for a video shoot, something still bugged her, no pun intended.

"Although you wanted a more honest reaction out of me, I would've thought you'd ask for my _consent_ in being a part of this regardless. I might not have wanted anything to do with this, so how come not a single pony considered how I might feel about this?"

A passing bug pony stopped and looked at her plainly before saying, "Maybe because no one really likes you."

As it trotted away, Rarity simply stood and stared for a moment, before dropping her jaw in devastated shock and disbelief.

 **THE END**

 **:P**


End file.
